Requiem
by The Human Kalei-doscope
Summary: When Ben finds a box in the RV that contains old photos of his grandmother, Max becomes saddedned. With old and painful memories being dug up, can Max forgive himself for one mistake and tell his grandkids about the grandmother they never knew? R


Okay...

I did this for a special reason, which will become apparent by the end of the fic. All I ask is that you keep comments either positice of constructivly critical. Any and all flames and stupid comments will get you nothing but my discord.

I know I could've done better on this, but I gave myself a time limit, and I do crap on time limits. Please forgive any obvious errors in character, plot, and such. I just wanted to do this for someone...

Anyway, enjoy the show folks.

Disclaimer: Ben 10 (c) Man of Action and CN.

**Requiem**

_**"F: Forever shall I catch you should you fall**_

_**A: Always together we will be**_

_**M: More than ever do I see**_

_**I: I do love you, if no one at all**_

_**L: Like the river flows so freely**_

_**Y: You and I, together, indefinatly."**_

_The Diary of Emily Danvers Tennyson, July 25, 1985._

Benjamin Tennyson let out a large yawn of boredom. Y'know, the kind of yawn you do when your so bored after you've done everything conceivable fun. Well, Ben had done all that he found fun in a three hour period, and now, he was bored to tears. So he sat slouched in the passenger seat of the Rustbucket, while Gwen and Grandpa Max were out to shop for groceries.

"Oh man... must...find...something... fun..." Ben said slow and groggily. He heaved himself out of the seat and walked to the back of the RV, looking for his Sumo Slammer Gameboy game to play with for the 30th time that day. "Hey! 31st times the charm." Ben figured

Thats when Ben remembered that Grandpa had taken it from him and Gwen after they had fought over it, and Ben accidentally tried to through it at her and nailed Max in the back of the head. He almost ran into the ditch trying to contain his anger. Ben cringed and tried to shake off the jitters from remembering that. But then he figured that since that was over a week ago, and Grandpa had had time to cool off since then, then it would be cool to take it back out again.

At least, thats what Bens' 10-year old boy logic told him...

Ben opened the door to the closet and began to search for his precious game. He pushed past Maxs' shirts and shoes, and some other old things that smelled like Grandpa. All engine grease and after shave. After Ben pushed aside another one of Grandpas' red shirts, an object caught his attention. It was a medium sized wooden box, covered in dust and looking very old.

"Woah. Where'd that come from?" Ben asked to no one. He'd never seen this box before, and his curiosity was nagging at him to take a look. Ben dragged the box into the light, and blew off the dust.

In letters carved into the wood, it read 'M & E. Memories'. Not bothering to consider what that meant, Ben opened the box up. Inside were many pictures and letters written by someone. Ben picked up some of the photos and looked through them. Many of them were of a woman he didn't recognize. She had long black hair and green eyes. Odly enough, her eyes reminded him an awful lot of his and Gwens eyes. He looked at more photos. He saw a young man, whom he assumed was Grandpa due to the fact that the wore the same shirt. Ben rolled his eyes. To think that Grandpa's been wearing the same shirt for who know how long.

Ben dug deeper into the box, and found something that surprised him greatly. It was that woman, holding two little babies that, if he was thinking right, were his and Gwens' fathers when they were barely a year old. He looked on the back of the photo and read the messsage written there:

_"June 16, 1976. Happy birthday, Kenneth and Glen, my beautiful sons."_

"No way..." Ben said in a whisper. "Grandma?"

Gwen sighed as she helped Grandpa lug all the so called 'groceries' back to the Rustbucket. She was almost afraid to peek inside the sack, fearing she'd she packages labeled "Cows Stomach' or 'Pigs Feet'.

"So I was thinking I could try and make Hagis from scratch tonight. How does that sound, Gwen?" Max asked in his usual jovial way. Gwen had no choice but to smile and nod, so as not to bring him down.

As he and Gwen opened the door to the RV, she heard Max drop his two sacks full of food at the sight of what Ben was doing. Gwen saw Ben sitting down next to an old box she'd never seen before, with hands full of old photos. Gwen was almost knocked over as Max rushed past her to get to Ben.

"Ben!" Max said before taking the photos from his hands and putting them back into the box, then shutting it rather loudly. "Where did you find this?" Ben didn't know if Grandpa was mad or scared. By the way his face looked, it was sorta both.

"Ummm... in the back of the closet. I was just looking to my Gameboy. I'm sorry, Grandpa." Maxs' expression calmed down a bit. He took the box in his hands and put it back in the closet where it once sat. Then he reached up to the top shelf and got Bens' Gameboy. Handing it to Ben, he left the RV again to retrive the sacks of food he'd dropped in a rish.

"Hey, kids." Max said in his normaly happy way. "Who wants to help me make dinner tonight?" Both cousins were silent for a moment or two, before Gwen volenteared.

Ben, feeling a bit confused by his grandfathers reaction to the box, got up off the RV floor and decided to take a walk to decide what he should do next. His 10-year old mind was awash with curiosity.

Gwens' above average intelligent mind was drifting happily between the relm of sleep and consciousness, just about to slip into slumber, un till a nagging, pre-pubescent voice peirced her ears.

"Gwen! Psst! Gwen!" Ben shrilled as quietly as he could, yet trying to get his cousins attention. When that didn't work, Ben got the evil idea to take his dirty sock and dangled it over Gwens nose. Once she had inhaled the putrid odor, she yelped and shot right out of bed. Ben quickly put his hand over her mouth to block her yelps of disgust.

"Shss! You'll wake up grandpa!" Ben said, pointing a finger at their slumbering grandfather.

"Well, next time don't use your dirty laundry to suffocate me awake, dweeb." Gwen growled. "So, what did you rudely wake me up for?" Ben reached under his pillow and pulled out a photo he had snagged from Maxs mystery box. He handed it to Gwen.

"Where did you get this?"

"From that box I found in the closet." Gwens eyes went round with fear.

"You doofus! Your not supposed to take grandpa's stuff!"

"I know! But just look at it Gwen, please?"

Gwen reluctantly took a look at the photo. Sure enough, she was stunned by it. The woman, who bore a striking resemblance to herself in 20 years, held the infants that would become her father and uncle. That could only mean one thing...

"Ben? Is this woman... grandma?"

"I was hoping you could tell me." He said back. Gwen read the message on the back, and knew that it couldn't be Maxs handwriting by the feminine shape of the letters. Gwen examined the photo, her keen analytical mind not over looking anything.

"Well... I guess she is. I mean, who else would be holding our dads as babies?" she said, then she felt like hitting herself for the blatant obviousness of her assessment.

"Okay. But if that's grandma, then why did grandpa freak when he saw me with the box?" Gwen hit her cousin upside his head for his stupidity.

"Can you be anymore insensitive?! Why do you think he was freaked?" Ben needed a minute to process that.

"Uhhhh..." he droned. "I don't know! You think that he'd want to look at the pictures more often? I'm mean, since she's... gone... and all..." Ben really didn't want to say 'dead'. Death was still a unknown think to him.

"Ben..." Gwen began. "It hurts grandpa to remember someone he loved with all his heart, especially someone he'll never see again..." Ben let that sink in. "Your parents maybe divorced, but at least you still have the chance to see your dad again. Grandpa doesn't have the same chance."

Ben felt like he was about to cry. His dad may have done some stupid things before, but he still loved him. And they did get times to spend together. Ben looked forward to those times as much as he looked forward to spending summers with Grandpa Max. To think that he wouldn't have those times with his dad ever again... it just made Ben feel sadder than he ever had before.

From the other side of the Rustbucket, the cousins heard Max stir in his sleep. He made small noises as if he were in pain, like he was crying and breathless at the same time. They saw him roll over from side to side on his bed, his dreams manifesting themselves through his movements.

"Grandpa?" Ben and Gwen said in tandem.

Max couldn't remember the last time he had had this dream. He used to have it frequently after Emily's funeral. A horrific nightmare about the night when she had been killed...

He remembered driving home from another Plumbers mission. He had been gone for a few months, and he had gotten very homesick. He was looking forward to Emilys home cooked meals, his sons Ken and Glen, and his quite life in this small town. Pulling up into his drive way, Max inhaled the sweet air of his home, expecting to smell the scent of fresh meat loaf and green beans, a meal Emily had promised to cook when he got home.

But another scent was there. Max sniffed again, trying to place the strange aroma. Max edged closer to his house slowly, his Plumber experience telling him to be cautious. Once he got to the front door, he tapped it, and felt his gut sink when it swayed open from the broken lock. Bursting inside, Max immediately dodged a laser shot from the kitchen. He rolled into the living room and got a better look at the intruder.

To his horror, it was a cyborg model that his nemesis, Vilgax, would employ to do his dirty work from time to time. To make matters worse, the thing was using his wife as a shield.

"Come on out, Tennyson! Unless you want your woman's head to become a smear on the wall!" Emily had tears on her cheeks, but never the less kept her cool. She and Max had seen action in the Plumbers together, and they both knew to be calm under pressure.

"Let her go! She isn't part of this. Let my wife go and I'll surrender myself to you." Max said. He knew why this thing was here. It hadn't been long since Max blew Vilgax and his ship to the moon. He assumed this goon was a fanatic follower of Vilgaxs, here for vengeance.

"Come out and I'll give you her! And no funny business, human!" The cyborg said.

Max slowly eased out of his cover spot, his hands up to show he was unarmed. Step by step, he came closer to the cyborg and his wife. Once he was the right distance, the cyborg loosened his grip on Emily. She and Max locked eyes, a silent understanding between man and wife being exchanged. In an instant, Emily elbowed the cyborg in the gut, making him double over. She ducked to the ground as Max threw a right uper cut to its jaw and knocked it out the back door. Max kept a smug look on his face for a second before going to help Emily up.

"You al right, Em?" Max asked, his hand locked with hers.

"I'm fine, Honey. Just glad you got home when you did." She said with a smile. Max couldn't help but smile back at her.

Turning his attention back to the unconscious cyborg in the backyard, Max went out to restrain him and call his Plumber buddies to take him into custody. From the door, Max heard Emily gasp suddenly. He turned to see a look of shock on her lovely face, her dark green eyes wide.

"Emily? Sweetheart? Whats wrong?" Max went into her out stretched arms, holding her gently.

Suddenly, a sharp pain to his chest forced him to back away. When he looked at Emily again, he saw a wound in her chest that oozed fresh blood. That hadn't been there before?! What was going on?!

"Stupid, gullable fool."

In a fizzle of static, another cyborg appeared behind Emily, his de clocked form revealed along with the dagger that perturded from his wifes chest.

Emilys' arms were still reaching for Max, her eyes begging him to help her. Max was in shock. How could he have not for seen this tactic?! How could he have let this happen?! With a laugh full of malice and truimph, the cyborg thrust his knife from Emilys' body and kicked her into Maxs arms. He caught her half dead body and hugged her tight to him, not caring about the blood that seeped onto himself.

"Your turn, Plumber..."

Without thinking... without hesitation... without abandon... Max lunged for the cyborg and started to lay punch after punch on the thing. His face held no exsprestion.

His eyes were dead. All he knew was that he had to kill this monster for what he had done. He couldn't remember much of the fight, just that after it was over, the cyborg was missing its head and several of its organic insides.

Max turned around and went outside. There, he feel to his knees and held his beloved Emily in his strong arms. She was only barely alive. He should have called an ambulance, but he knew it wouldn't have done any good. The blade was also coated in a fatal poison. Emily had reveived that worst of it. Emily reached a had to her husbands face and stroked his tears away. She knew she was going to die soon. With all that was left of her stregnth, she tried to speak.

"Max..." she said in no more than a whisper. "Stay with me... until the times comes..."

"I will... mei amor..." Max choked out with a sob.

He caught her lips in his and kissed his wife long and deeply. She kissed him as best she could, putting all her stregnth into her last moment together with him. After what felt like forever, Max pulled away from Emily, her last breath forever absorbed by his lips. Emily lay still and cold in his arms. She was dead...

When that fact finally registered in Maxs shocked fizzled mind, he screamed in agony, clutching her to him as he howled his pain to the sky...

Max yelled out in his sleep, scaring the wits out of Ben and Gwen. He shot up from his bed, hands clutching his head in pain. Without thinking, the cousins rushed to his side.

"Grandpa?!" They said together. They found him sobbing into his hands, the flood of sorrow that the dream had brought was to great for him to handle. Ben and Gwen didn't know what to do, so they just stood there and watched their grandfather cry like they has never seen him do before. Max finally registered their presence, and tried to put on a brave face for them.

"I'm... al right kids." He said. Thought neither of them really believed that. "I just need... to take a walk." Max said as he got out of bed and put his boots on.

"I want you two to stay here until I get back. Lock the door once I'm gone. Okay?" The cousins nodded, knowing there was no point in arguing.

Max stepped out into the calm, cool night, his jacket blocking out some of the coolness. Not really knowing where he was going, Max started to walk towards the park. At this time of night he didn't think there would be anyone around to stare at him for walking around in his PJs.

He trudged the pathways through the park, feeling at peace in the thick foliage of green trees and flower bushes. Up ahead, Max thought he heard the strings of a guitar being strummed. When he got close enough, he saw that it was a young woman playing it. She was a bohemian type, like how he used to be back in college. She sat cross legged on a park bench, with a plastic cup full of change at her feet.

_"At times life is wicked and I just can't  
see the light  
A silver lining sometimes isn't enough  
To make some wrongs seem right  
Whatever life brings  
I've been through everything  
And now I'm on my knees again _

But I know I must go on  
Although I hurt I must be strong  
Because inside I know that many  
feel this way

Children don't stop dancing  
Believe you can fly  
Away…away"

She sang softly, strumming the tune almost perfectly. Max wanted to give her a dollar or something, but he left his wallet in his other jacket. In the middle of the song, she stopped and turned to look at Max, her eyes dark and deep... almost like Emilys...

"I'm sensing some mucho negatory vibes from you, bro." she said. Max had no idea how she could've known that. "I suggest you have a cleansing of the soul, man. Only through cleansing can the healing start."

Max rolled his eyes at her talk. Did he talk like that once upon a time? He hoped not. He was about to turn and walk, untill the girl said something else.

"What ever happened, it want your fault, dude."

Max stopped dead in his tracks. He felt fresh hot tears start to from in his eyes. We wanted more than anything to pound this girl into the ground...

"How would you know anything about it?! How would you know what its like to fail the person who meant the most to you?!" Max had turned around at this point and was yelling right into the girls face, though her exspresion hadn't changed.

"I was an idiot! I was to stupid to see it coming... I let her die..." his tears came again, stronger this time than the last. Max fell to his knees again, just wishing to God that the pain would go away.

Suddenly, he felt a hand gently lay itself on his shoulder. Without thinking, he leaned into it, letting the hand stroke away his tears. He looked up, expect to see his lost Emily, but instead saw the hippie girl smiling down on him. Feeling very akward about a total stranger seeing him cry, let alone one trying to comfort him, he got off the ground and tried to look as dignified as possible with his wet face and lightning bold PJs.

"Sorry... about that." Max said as best he could.

"S'no prob my wrinkled chum. We're all lost, lonely lambs among the chaos of the world." Max let out a sigh, really wishing she'd talk normally. "If you talk about your problems, even to a stranger, it really helps. I've learnt that from personal experience." she finished with a smile.

Max thought about that for a moment, and felt that he really didn't have anything to lose by talking to a stranger. So he seated himself to one side of the bench and got comfortable.

"Well... the thing is... years ago I lost my wife in an accident. I have two grandkids now and they want to know more about her. But... I just cant bring myself to talk about her. That accident was my fault, and I just cant forgive myself..." he put his head in his hands again and cryed again. The girl put a hand on his back.

"We all make mistakes, man. I'm sure that you wife forgave you a long time ago, and its tearing her up that you still kick your own butt about it. I know its hard to deal with, feeling that your responsible for the death of someone you love. Believe me, I know what you mean.

"But you need to let the past go, dude. It isn't fair to your grandkids that they don't know about their grandma, and it isn't fair to you that you wont let the pain go. I dunno how much this means coming from some chick you don't even know, but if you want to let it out on someone, my arms are open for you."

Max looked at her again. For all he knew, she was Emily in disguise, back from the dead to give him a shoulder to cry on one more time. Without caring what he was about to do, Max grabbed the girl into a tight hug and just weept into her small frame. She hugged him back, patting his back and telling him to just let it all go. Max had no idea why, but he felt like the weight that he held on his shoulders for so many years was finally beginning to lighten.

When he felt that his well of tears was dry at last, he let go of the girl he had let see this side of him. He suddenly felt akward again.

"Oh geez... I'm sorry. Here I am spilling my guts to you, and I don't even know your name." the girl thought about it for a second, then smiled again.

"If you want, just call me Angel. Looks like I've been that for you tonight." Max smiled this time. He then noticed that sky and how much brighter it was. Slapping a hand to his forehand, he cursed himself.

"Oh my God! I cant believe I was out for that long! I'm sorry, but I've got to go!" Max said in a rush. He hugged her one last time and rushed off back to the Rustbucket. "THANK YOU AGAIN, ANGEL!" Max shouted as he ran.

"YOUR WELCOME BRO!" Angel shouted back to him, waving a hand. Once he was outy of sight, Angel smiled and went back to playing her guitar.

"Let the healing begin..." she said as she began to play Nirvanas' 'Heart Shaped Box'.

Ben and Gwen had gone back to bed after Max had left for his walk. Ben was half asleep, yet still awake enough to be kicking himself in the face for starting this whole thing. He didn't mean to make grandpa so upset, all he wanted was his video game to play. He didn't mean to snoop in grandpas' things, he was just curious.

Ben felt like crying himself, but before he could there was a knock at the door.

"Ben? Gwen? I'm back now." Max said from outside. Ben hoped out of bed and opened the door for his grandfather. He was a little surprised to see a smile on Maxs face, seeing as how he was in tears when he left. "Go wake your cousin, son. I need to talk to you guys."

Ben did as he was told. After Gwen was up and awake, Max asked them to sit at the table. He went to the closet and got out the box. He paused then, about to lose the nerve to do this. But he screwed his courage to the sticking place and took the box to the table. He sat down and sat his precious box of memories between himself and his grandchildren. He opened it and took out a photo. This one was just a simple snap shot of Emily hanging out some towels on the clothes line. Max remembered this one. They had only been married for a few months, and he felt like the luckiest man in the world. He then handed it over to Ben and Gwen.

"Kids... this is you grandmother, Emily." Ben and Gwen looked at the photo with wide eyes. Now that they knew for sure who she was, the felt drawn to her like a magnet.

"Grandpa? Can I ask you... how she..." Ben began but was to afraid to finish. Max knew what his grandson was asking, and now that things are what they are, he felt no reason to lie to him.

"Vilgaxs' followers did it. As vengeance for what I did to him." Ben felt in his heart a better understanding of why his future self had torn Vilgax to pieces. This had to have been a factor in it.

"What was she like, grandpa?" Gwen asked.

"She was smart, spunky, adventurous, practical. She was the most perfect woman in the world... for me anyway. Most of the other Plumbers were plumb scared of her and her peep." Max smiled a bright smile. He didn't even know it this time, but he was crying again. But this time it was a happy cry. The kind of cry that let others know that you were feeling better, that you felt more at peace with yourself. Ben and Gwen moved from their seats and went to hug their dear grandfather. Max turned and hugged them back.

After all the insane misadventures, dangerous situations, and near death experiences, the Tennyson family shared a moment of closeness that was liberating and comforting for all of them.

"I love you, Ben. I love you Gwen."

"I love you grandpa."

From outside the Rustbucket, Angel watched the Tennyson family share this tender moment. She smiled to herself and ran a thumb over the guitar strings.

"Misson accomplished."

A pair of glowing white wings sprouted from her back. In a brilliant solo that drifted on the wind, she disappeard in a flurry of feathers. From inside the Rustbucket, Max saw the feathers go by on the breeze. He felt the familiar presance of Angel, the bohemian guitarist. He smiled and watched them drift by. For the first time in so very long, Maxwell Ian Tennyson felt as free as he did whe he was young.

As the family went along onto another destination in their trusty Rustbucket, Max cast a glance at a photo he know kept on the dash. It was one of him and Emily when they were first dating. Emily just kissed him on the cheek, and that was enough to make him turn redder than a cherry tomato. Wes had immortalized that moment forever.

"I love you Em..." Max said to no one inparticular. He just felt that, somewhere, in some form, his beloved Emily heard him.

_**"Before you landed  
I had a will but didn't know what it could do  
You were abandoned and still your handing out what you don't want to lose  
You make me drop things  
like all the plans I had for a life without you **_

Someone to die for  
Someone to fall into when the world goes dark  
Someone to die for  
Someone to tear a hole in this endless night  
Someone...like you

I'm drunk when sober  
the room is spinning  
you are what I hold onto

You're taking over  
I find that giving in is the best that I can do

Someone to die for  
Someone to fall into when the world goes dark  
Someone to die for  
Someone to tear a hole in this endless night  
Someone...like you

(Guitar riff)

Someone to die for  
Someone to die for  
Someone to die  
Someone…  
Someone…  
Someone…

Someone to die for  
Someone to fall into when the world goes dark  
Someone to die for  
Someone to tear a hole in this endless night  
Someone…  
Someone like you.."

Jimmy Gnecco, _'Someone to Die For'._

_For Markus Daryl Strange..._

_March 3rd, 1963- May 25, 1996._

_I love you, Dad. Happy Birthday._


End file.
